Limited Partnership Interest Transfer and Assignee Admission by State
What does a transfer of an ordinary limited partnership interest give the transferee, and how can the transferee become a limited partner?
Jurisdictions
48 of 51 verified so far
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Every entry, oldest check October 2, 2026
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What this survey covers
An ordinary voluntary transfer can move the right to receive distributions without making the recipient a limited partner. The table separately shows the economic rights transferred, what happens to the transferor's partner status, and the route to admission. The partnership agreement can change many of the statutory defaults.
Why the columns differ
California § 15907.02(a), (d), (h) keeps a transferring partner's other rights and duties in place and lets a transferee become a limited partner under the agreement or with all general partners' and a majority in interest of limited partners' consent. Its § 15903.01(c) states the separate default route for admitting a person with all partners' consent.
Florida § 620.1702(1), (4) also separates a transferable distribution interest from continuing partner rights. Delaware § 17-702(a)(4) instead makes an assignment of all partnership interests end partner status by default; § 17-704(a) sets agreement terms or, by default, all partners' consent for the assignee to become a limited partner. North Carolina § 59-702 likewise makes a full assignment end the assignor's partner status by default, while expressly preserving status after a pledge or security interest.
Scope boundaries
These default rules do not decide whether a particular agreement restricts a transfer, whether consent was effective, what a buyer should pay, or the tax and securities consequences. Creditor foreclosure, death, merger, and conversion follow separate routes.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law and transfer scope | Agreement and restrictions | Interest transferred and effect | Transferee rights | Admission and consent | Transferor status and duties | Notice and recognition | Admission liabilities and limits |
|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-02 | Chapter 10A-9A governs Alabama LPs; only a partner’s distribution right is transferable (§§ 10A-9A-11.01(a), 10A-9A-7.01) |
Agreement governs partner relations and may set transfer consequences or voidability; agreement can provide admission route (§§ 10A-9A-1.08(a), (b)(4), 10A-9A-3.01(b)) |
Whole or partial distribution-interest transfer permitted; transfer alone neither dissociates partner nor dissolves LP (§§ 10A-9A-1.02(14), 10A-9A-7.02(a)) |
Transferred distributions; no management or routine information right; accounting only from dissolution (§§ 10A-9A-7.02(a), (b), (d), 10A-9A-3.04(j)) |
Agreement route or all partners’ consent under post-formation limited-partner admission rule; interest/contribution not prerequisite (§ 10A-9A-3.01(b), (c)) |
Retains partner rights/duties except transferred distributions; full-interest transfer can cause expulsion or automatic dissociation; pre-2010 LP exception (§§ 10A-9A-7.02(e), 10A-9A-6.01(b)(3), (10), (11), 10A-9A-11.01(b)(3)) |
LP need not recognize transferee rights until notice; certificate may evidence interest, with agreement-set transfer terms (§ 10A-9A-7.02(c), (f)) |
On voluntary admission, known transferor contribution and improper-distribution obligations pass; unknown ones excluded (§§ 10A-9A-7.02(g), 10A-9A-5.02, 10A-9A-5.08) |
| Alaska verified 2026-10-02 | Alaska Limited Partnership Act; partner interest is personal property (§ 32.11.320) |
Agreement may change default assignability and full-transfer effect and authorize/condition admission grant (§§ 32.11.330, .350) |
Whole/partial interest assignable by default; assignment does not dissolve LP (§ 32.11.330) |
Only assigned distributions before admission; no partner rights or limited-partner information right (§§ 32.11.140, .330) |
Assignor's agreement-authorized grant with conditions or consent of all other partners (§§ 32.11.100(b)(2), .350(a)) |
Full assignment ends partner status by default; assignor's §§ 32.11.070 and .210 liabilities survive admission (§§ 32.11.330, .350(c)) |
Admission follows exercise of authorized grant and compliance with its conditions; assignment alone does not admit (§§ 32.11.100(b)(2), .330) |
Takes limited-partner restrictions and known assignor contribution/return obligations; unknown liabilities excluded (§ 32.11.350(b)) |
| Arizona verified 2026-10-02 | Title 29, ch. 3 governs domestic LP interest assignments; interest covers profits, losses, and distributions (§§ 29-301, 29-340) |
Agreement may change default assignability and full-transfer status; agreement authority also governs an assignor's admission grant (§§ 29-340, 29-342) |
Whole or partial assignment permitted by default; assignment alone does not dissolve LP or admit assignee (§§ 29-339, 29-340) |
Assigned distributions only; no partner powers or limited-partner inspection right from assignment alone (§§ 29-340, 29-321) |
Assignor grants admission under agreement authority and conditions, or all other partners consent (§§ 29-317, 29-342) |
Full assignment ends partner status by default; specified assignor liabilities survive assignee admission (§§ 29-340, 29-342) |
Limited-partner status begins at formation or later date specified in LP records; §§ 29-340/342 specify no separate transfer notice (§ 29-317) |
Admitted assignee takes LP restrictions and assignor's make/return contribution duties, except liabilities unknown on admission (§§ 29-342, 29-328) |
| Arkansas verified 2026-10-02 | Uniform Limited Partnership Act (2001), ch. 4-47; pre-Sept. 2007 LPs retain specified dissociation rules (§§ 4-47-701, -1206) |
Agreement governs; transfer violating restriction ineffective against person with notice (§§ 4-47-110(a), -702(f)) |
Whole/partial distribution-interest transfer permissible; no automatic dissociation or winding up (§§ 4-47-701, -702(a)) |
Assigned distributions and winding-up net amount; dissolution-date account only; no management or routine information (§ 4-47-702(a)–(c)) |
Limited-partner admission under agreement or with all partners’ consent (§ 4-47-301(1), (3)) |
Retains other rights/duties; full-transfer expulsion under post-2007 rule, while older LP dissociation law preserved (§§ 4-47-702(d), -601(b)(4)(B), -1206(b)(3)) |
LP need not give transferee rights effect until notice of transfer (§ 4-47-702(e)) |
Admitted transferee takes assignor contribution/improper-distribution obligations except unknown liabilities (§§ 4-47-702(g), -502, -509) |
| California verified 2026-10-02 | Domestic limited partnership; distribution right is the transferable interest (§§ 15901.02(ak), 15907.01) |
Agreement governs; restricted transfer ineffective against a person with notice (§§ 15901.10(a), 15907.02(f)) |
All or part of distribution right may transfer; transfer alone causes no dissociation or winding up (§ 15907.02(a)) |
Distributions; accounting only on winding up; no partner management or routine records rights (§ 15907.02(a)–(c)) |
Agreement or all general partners plus majority in interest of limited partners (§ 15907.02(h)) |
Retains other partner rights and all duties; full transfer can support unanimous expulsion of limited partner (§§ 15907.02(d), 15906.01(b)(4)(B)) |
Partnership need not give transferee rights effect until notice of transfer (§ 15907.02(e)) |
On admission, specified contribution and return obligations pass; unknown liabilities excluded (§ 15907.02(g)) |
| Colorado verified 2026-10-02 | Article 62 governs ordinary LP assignments; pre-Nov. 1981 LPs may remain under prior law unless elected into article 62 (§§ 7-62-101, 7-62-1103) |
Agreement may change default assignability/full-transfer effect; admission grant needs authority described in writing in agreement (§§ 7-62-702, 7-62-704) |
Whole or partial assignment by default; assignment alone does not dissolve LP or admit assignee (§§ 7-62-701, 7-62-702) |
Assigned distributions only; no partner powers or limited-partner inspection/accounting rights from assignment alone (§§ 7-62-702, 7-62-305) |
Assignor grants under written agreement authority or all other partners consent; grant and conditions must be exercised (§§ 7-62-704, 7-62-301) |
Full assignment ends status by default; specified assignor liabilities survive assignee admission (§§ 7-62-702, 7-62-704) |
Admission at later of certificate filing or date recorded by LP; assignment/admission provisions specify no separate transfer notice (§§ 7-62-301, 7-62-702) |
Admitted assignee takes LP restrictions and assignor's make/return contribution duties; liabilities unknown on admission excluded (§§ 7-62-704, 7-62-502) |
| Connecticut verified 2026-10-02 | Chapter 610 domestic LP; partnership interest includes profit/loss share and distributions (§ 34-9(19)) |
Agreement can alter assignability, full-transfer status, and certificate mechanics (§ 34-27(a)–(b)) |
Whole or partial assignment; no dissolution or automatic admission; full transfer ends assignor status by default (§ 34-27(a)) |
Assigned distributions only; no partner rights until admitted (§§ 34-27(a), 34-18) |
Assignor grants admission right under agreement authority, or all other partners consent (§§ 34-27a(a), 34-16(3)) |
Full assignment ends partner status by default; admission does not release assignor’s §§ 34-14/34-25 liability (§§ 34-27(a), 34-27a(c)) |
Agreement may specify interest certificate and assignment method; admission follows authorized grant and its conditions (§§ 34-27(b), 34-16(3)) |
Takes assigned partner rights and contribution/return obligations, except unknown liabilities not ascertainable from agreement (§ 34-27a(b)) |
| Delaware verified 2026-10-02 | Delaware Revised Uniform Limited Partnership Act; interest includes profits/losses and distributions (§§ 17-101(15), -701) |
Agreement may change default assignability, rights, admission and liability rules (§§ 17-702(a)-(c), -704) |
Whole/partial interest assignable by default; assignment does not dissolve LP; certificate possible (§ 17-702(a)-(b)) |
Assigned profits/losses, distributions and allocations; no partner powers or ordinary limited-partner information right before admission (§§ 17-702(a)(2)-(3), -305(a)) |
Agreement route or, by default, vote/consent of all partners; applies to assignee of general partner too (§§ 17-301(b)(2), -704(a)) |
Full assignment ends status by default; pledge/security encumbrance does not; assignor remains liable under subchs. V–VI (§§ 17-702(a)(4), -704(c)) |
Agreement may set transfer rules for certificated interests; no universal certificate requirement stated (§ 17-702(b)) |
Admitted assignee takes limited-partner restrictions/liabilities and ascertainable contribution duties, but not assignor's subch. VI liability (§ 17-704(b)) |
| District of Columbia verified 2026-10-02 | D.C. Limited Partnerships chapter; transferable interest is the distribution right (§§ 29-701.02(14), -707.01) |
Agreement governs partner relations; violating transfer restriction ineffective against transferee with notice (§§ 29-701.07(a), -707.02(f)) |
Whole/partial distribution right transferable; transfer alone neither dissociates partner nor dissolves LP (§ 29-707.02(a)) |
Assigned distributions and winding-up net; no ordinary management or record access; dissolution accounting from dissolution date (§ 29-707.02(a)-(c)) |
Agreement route or all-partner consent; transfer itself does not admit (§§ 29-703.01(a)(2), -707.02(a)) |
Retains other rights/duties; full transfer permits unanimous-other-partner expulsion except security transfer (§§ 29-706.01(b)(4), -707.02(d)) |
LP need not give effect to transferee rights before notice; interest may be certificated (§ 29-707.02(e), (h)) |
Admitted transferee takes known transferor contribution and improper-distribution obligations; prior transferor liabilities survive dissociation (§§ 29-706.02(b), -707.02(g)) |
| Florida verified 2026-10-02 | Florida Revised Uniform Limited Partnership Act; partner’s transferable interest (§§ 620.1102(1), 620.1701) |
Agreement governs relations; restricted transfer ineffective against person with notice (§§ 620.1110(1), 620.1702(6)) |
All or part may transfer; no automatic dissociation or winding up (§ 620.1702(1)) |
Distributions and winding-up net; accounting from dissolution only; no routine records or management (§ 620.1702(1)–(3)) |
Agreement or all partners’ consent (§ 620.1301) |
Other rights and all duties retained; full transfer can permit unanimous limited-partner expulsion (§§ 620.1702(4), 620.1601(2)(d)2.) |
No duty to give transferee’s rights effect until partnership has notice (§ 620.1702(5)) |
Admitted transferee takes specified contribution and improper-distribution duties, except unknown liabilities (§ 620.1702(7)) |
| Georgia verified 2026-10-02 | Chapter 9 governs covered domestic limited partnerships; interest includes capital, profit/loss, distributions, tax allocations (§§ 14-9-101, 14-9-1201) |
Agreement may change assignment defaults and provide admission; certificate terms require a written agreement (§§ 14-9-702, 14-9-704) |
Whole or partial partnership interest is assignable; assignment alone does not dissolve partnership or admit assignee (§ 14-9-702) |
Receives assigned economic interest; no partner powers before admission, including limited-partner inspection (§§ 14-9-702, 14-9-305) |
Agreement route or all other partners’ consent; effective time follows agreement or partnership records (§§ 14-9-704, 14-9-301) |
Assignor remains partner until admission; full general-partner rights assignment permits majority-in-interest limited-partner termination vote; liabilities remain (§ 14-9-702) |
Admission effective at agreement time, or when shown in partnership records; written agreement may provide interest certificates (§§ 14-9-301, 14-9-702) |
Admitted assignee takes limited-partner restrictions/liabilities and assignor’s contribution duties; unknown unascertainable duties excluded unless agreed (§ 14-9-704) |
| Hawaii verified 2026-10-02 | Hawaii Uniform Limited Partnership Act; only the distribution interest is transferable (§§ 425E-102, -701, -1204) |
Agreement governs partner relations; transfer violating its restriction is ineffective as to transferee with notice (§§ 425E-110(a), -702(f)) |
Whole or partial distribution right transferable; transfer alone causes neither dissociation nor dissolution (§§ 425E-701, -702(a)) |
Assigned distributions and winding-up net; no ordinary management or information rights; accounting from dissolution only (§ 425E-702(a)-(c)) |
Agreement route or all-partner consent; transfer itself does not admit (§§ 425E-301, -702(a)) |
Retains other rights and duties; full transfer can support unanimous-other-partner expulsion, except security transfer (§§ 425E-601(b)(4)(B), -702(d)) |
LP need not give effect to transferee rights before notice of transfer (§ 425E-702(e)) |
On admission takes transferor's known contribution and improper-distribution obligations; unknown liabilities excepted; prior transferor obligations survive dissociation (§§ 425E-702(g), -602(b)) |
| Idaho verified 2026-10-02 | Idaho Uniform Limited Partnership Act; transferable interest means the distribution right (§§ 30-24-102(a)(11), -112(b)) |
Agreement governs defaults; a prohibited transfer is ineffective as to a transferee with knowledge or notice of the restriction (§§ 30-24-105(a)-(b), -702(f)) |
Whole or partial distribution right transferable; transfer alone causes neither dissociation nor dissolution (§§ 30-24-701, -702(a)) |
Assigned distributions; no management or ordinary information right; dissolution accounting only from dissolution date (§ 30-24-702(a)-(c)) |
Agreement route or affirmative vote or consent of all partners; transfer alone does not admit (§§ 30-24-301(b), -702(a)) |
Retains other partner rights and duties; full transfer permits all-other-partner expulsion, except a security transfer (§§ 30-24-601(b)(4)(B), -702(g)) |
Partnership need not give effect until it knows or has notice; interest certificate optional (§ 30-24-702(d)-(e)) |
On admission, takes transferor's known contribution and improper-distribution obligations; transferor's prior obligations persist after dissociation (§§ 30-24-702(h), -602(b)) |
| Illinois verified 2026-10-02 | Uniform Limited Partnership Act (2001), 805 ILCS 215; transferable interest is personal property (§ 701) |
Agreement governs partner relations; restricted transfer ineffective against person with notice (§§ 110(a), 702(f)) |
Whole or partial transfer permitted; no automatic dissociation or winding up (§ 702(a)) |
Assigned distributions and winding-up net; accounting from dissolution only; no management or routine records (§ 702(a)–(c)) |
Agreement or all partners’ consent (§ 301) |
Retains other rights and all duties; full transfer can support unanimous limited-partner expulsion (§§ 702(d), 601(b)(4)(B)) |
Partnership need not give transferee rights effect until it has notice (§ 702(e)) |
Specified assignor obligations pass on admission, except liabilities unknown to transferee; prior dissociation obligations survive (§§ 702(g), 602(b)) |
| Indiana verified 2026-10-02 | Article 16 governs ordinary domestic LP interest assignments; assignee admission rule applies to assignments after July 1, 1988 (§§ 23-16-1-12, 23-16-12-2) |
Agreement can alter the default assignability and assignee rights; agreement can provide admission (§§ 23-16-8-2, 23-16-8-4) |
Whole or partial assignment of profit/loss, distribution, and tax-allocation interests; assignment alone does not dissolve LP (§§ 23-16-1-12, 23-16-8-2) |
Assignee takes assigned economic and allocation rights, but no partner powers or limited-partner inspection right until admission (§§ 23-16-8-2, 23-16-4-5) |
Assignee, including general partner's assignee, may join under agreement or all other partners' written consent; timing under agreement or LP records (§§ 23-16-8-4, 23-16-4-6) |
Full assignment ends assignor's partner status by default; assignor's specified LP liabilities survive assignee admission absent specific assumption (§§ 23-16-8-2, 23-16-8-4) |
Assignee admission takes effect at later of formation or agreement time; if no agreement time, when recorded in LP records (§ 23-16-4-6) |
Admitted assignee takes limited-partner liabilities and assignor contribution duties, with unknown/unascertainable and accrued-liability limits (§ 23-16-8-4) |
| Iowa verified 2026-10-02 | Iowa Uniform Limited Partnership Act, ch. 488; transferable interest is distribution right (§§ 488.102(24), 488.701) |
Agreement governs; restricted transfer ineffective against person with notice of restriction (§§ 488.110(1), 488.702(6)) |
Whole or partial transferable-interest transfer; no automatic dissociation or winding up (§ 488.702(1)) |
Assigned distributions and winding-up net amount; dissolution-date account only; no management or routine records (§ 488.702(1)–(3)) |
Limited-partner admission under agreement or with consent of all partners (§ 488.301(1), (3)) |
Keeps other partner rights and all duties; full transfer can support unanimous-other-partner expulsion (§§ 488.702(4), 488.601(2)(d)(2)) |
LP need not give transferee rights effect until it has notice of transfer (§ 488.702(5)) |
On admission takes assignor contribution and improper-distribution obligations, except unknown liabilities (§§ 488.702(7), 488.502, 488.509) |
| Kansas verified 2026-10-02 | Kansas Revised Uniform Limited Partnership Act; partnership interest includes profits, losses, and distributions (§§ 56-1a101(j), -1a401) |
Agreement may alter assignability and authorize assignor to grant admission right; apply its grant conditions (§§ 56-1a402, -404(a)(1), 56-1a201(b)(2)) |
Interest assignable wholly or partly unless agreement provides otherwise; assignment does not dissolve LP or itself confer partner rights (§ 56-1a402) |
Assigned profits, losses, distributions, and tax allocations; no partner rights from assignment alone (§ 56-1a402) |
Assignor’s agreement-authorized grant, subject to conditions, or all other partners’ consent; distinct direct-from-LP admission default uses written all-partner consent (§§ 56-1a404(a), 56-1a201(b)) |
Full assignment ends partner status; assignor remains liable for specified false-certificate and contribution obligations after assignee admission (§§ 56-1a402, -404(c)) |
Assignment confers statutory economic rights; partnership records may specify later admission time (§§ 56-1a402, -1a201(a)(2)) |
Admitted assignee takes assigned limited-partner rights and obligations, including known contribution and return obligations; assignor’s specified liabilities persist (§§ 56-1a404(b)-(c), 56-1a302(a)-(c), -1a358) |
| Kentucky verified 2026-10-02 | KRS 362.2 governs LPs formed since July 12, 2006 or earlier LPs electing it; only distribution right transferable (§§ 362.2-975, 362.2-701) |
Agreement governs partner relations; transfer contrary to agreement restriction ineffective against transferee with notice (§§ 362.2-110(1), 362.2-702(6)) |
Whole or partial distribution-interest transfer permissible; transfer alone neither dissociates partner nor dissolves LP (§§ 362.2-701, 362.2-702(1)) |
Transferred distributions and winding-up net amount; dissolution-date accounting only; no management or ordinary information (§§ 362.2-702(1)–(3), 362.2-304(11)) |
Limited-partner admission through agreement or all partners’ consent under ordinary admission rule (§ 362.2-301(1), (3)) |
Retains partner rights except assigned distributions and all duties; full transfer allows unanimous-other-partner expulsion, except security transfer (§§ 362.2-702(4), 362.2-601(2)(d)2) |
LP need not give effect to transferee rights until notice of transfer (§ 362.2-702(5)) |
On admission takes transferor contribution and improper-distribution duties, except unknown liabilities; transferee can also owe for knowingly improper receipt (§§ 362.2-702(7), 362.2-502, 362.2-509(2)) |
| Louisiana verified 2026-10-02 | Civil Code partnerships in commendam; general partnership and assignment articles apply where consistent (C.C. arts. 2836–2837, 2642, 2812) |
Partner may share interest without co-partner consent but cannot make recipient a member; agreement can alter admission vote; strictly personal rights not assignable (C.C. arts. 2812, 2807, 2642) |
Sharing partner’s interest gives assigned rights, not membership; change in partner identity alone does not terminate partnership (C.C. arts. 2812, 2642, 2829) |
Assigned rights against obligor, but no partner status from sharing; partner information and decision rights remain tied to membership (C.C. arts. 2642, 2812–2813, 2807) |
Default unanimous partner consent to admit new partner unless agreement changes vote; limited partners may vote on admission (C.C. arts. 2807, 2836, 2844(B)(7)(f)) |
Sharing does not itself make recipient member; original partner remains responsible for damage caused by third person; agreement can set cessation event (C.C. arts. 2812, 2818(B)) |
Assignment of right effective against debtor and third persons on actual knowledge or notice; contract amendments registered to affect third persons (C.C. arts. 2643–2644; R.S. § 9:3404) |
Admitted partner in commendam must agree to contribution; each partner owes agreed contribution; transferor answers for damage from interest-sharing third person (C.C. arts. 2840, 2808, 2812) |
| Maine verified 2026-10-02 | Maine Uniform Limited Partnership Act; only distribution interest transferable (§§ 1302, 1381, 1453) |
Agreement governs partner relations; transfer violating its restriction is ineffective as to transferee with notice (§§ 1310(1), 1382(6)) |
Whole/partial distribution right transferable; transfer alone causes neither dissociation nor dissolution (§§ 1381, 1382(1)) |
Assigned distributions and winding-up net; no ordinary management or record access; dissolution accounting from dissolution only (§ 1382(1)-(3)) |
Agreement route or all-partner consent; transfer alone does not admit (§§ 1341, 1382(1)) |
Retains other rights and duties; full transfer can support unanimous-other-partner expulsion, except security transfer (§§ 1371(2)(D), 1382(4)) |
LP need not give effect to transferee rights before notice of transfer (§ 1382(5)) |
On admission, known transferor obligations under §§ 1361 and 1369 as cross-referenced; unknown liabilities excepted; prior transferor obligations survive dissociation (§§ 1382(7), 1372(2)) |
| Maryland verified 2026-10-02 | Corps. & Ass'ns Title 10 governs ordinary domestic LP assignments; interest is personal property (§§ 10-701, 10-702) |
Agreement may alter assignability, assignee powers, distributions, and authorization to grant admission (§§ 10-702, 10-703) |
Whole or partial assignment by default; assignment alone does not dissolve LP or admit assignee (§ 10-702) |
Assigned distributions only by default; no partner powers or limited-partner inspection right from assignment alone (§§ 10-702, 10-305) |
Assignor grants under agreement authority and conditions, or all other partners give written consent (§§ 10-703, 10-101, 10-301) |
No automatic assignor-status termination stated in §§ 10-702/703; specified contribution and return duties survive assignee admission (§§ 10-703, 10-502) |
Admission occurs at later of formation or agreement time, or LP-record date if agreement is silent; agreement may authorize an interest certificate (§§ 10-301, 10-706) |
Admitted assignee takes LP liabilities and assignor contribution/return duties; excludes liabilities both unknown and unascertainable from certificate or agreement (§ 10-703) |
| Massachusetts verified 2026-10-02 | Chapter 109; partnership interest includes profits/losses and distributions (§§ 1, 39) |
Agreement may change assignment and full-transfer defaults; may authorize assignor admission grant (§§ 40, 42) |
Whole or partial assignment allowed by default; no automatic dissolution or assignee partner rights (§ 40) |
Assigned distributions only; no partner powers or limited-partner records right before admission (§§ 40, 21) |
Assignor grant under agreement authority, or all other partners’ consent; satisfy grant conditions (§§ 42, 17) |
Full assignment ends partner status by default; assignor remains liable under named provisions after admission (§§ 40, 42) |
Limited-partner date is later of original certificate filing or partnership-record date; assignment conveys distributions (§§ 17, 40) |
Admitted assignee takes limited-partner restrictions and make/return-contribution duties; unknown liabilities excluded (§ 42) |
| Michigan verified 2026-10-02 | 1982 revised limited-partnership act; partnership interest includes profits/losses and distributions (§§ 449.1101, 449.1701) |
Agreement can alter assignment default; assignor’s admission-grant authority must be in certificate (§§ 449.1702, 449.1704) |
Whole or partial interest assignable; assignment alone neither dissolves partnership nor admits assignee (§ 449.1702) |
Assigned distributions only before admission; no partner powers or limited-partner records rights (§§ 449.1702, 449.1305) |
Certificate-authorized assignor grant or all other partners’ consent, plus amended certificate (§§ 449.1704, 449.1301) |
Assignment alone does not specify status termination; limited-partner withdrawal follows certificate/agreement; assignor liabilities survive admission (§§ 449.1702, 449.1603, 449.1704) |
Amended certificate is prerequisite to admission and due within 60 days; filed certificate gives statutory notice of named partners (§§ 449.1301, 449.1202, 449.1208) |
Admitted assignee takes limited-partner liabilities and make/return-contribution duties; unknown unascertainable liabilities excluded (§ 449.1704) |
| Minnesota verified 2026-10-02 | Chapter 321 governs ordinary LP transfers; certain older Chapter 322 LPs remain outside it unless elected in (§§ 321.1206, 321.0102) |
Agreement governs partner relations; restricted transfer ineffective as to transferee with notice at transfer (§§ 321.0110, 321.0702(f)) |
Only distribution right transferable; whole/partial transfer does not itself dissociate partner or wind up LP (§§ 321.0102, 321.0701, 321.0702(a)) |
Assigned distributions and dissolution-date accounting; no management or routine information before admission (§§ 321.0702(a)–(c), 321.0304(k)) |
Agreement or consent of all partners; transfer alone does not admit (§§ 321.0301, 321.0702) |
Retains other partner rights and all duties; full transfer can support unanimous-other-partner expulsion, with security-transfer exception (§§ 321.0702(d), 321.0601) |
LP need not give transferee rights effect until it has notice of transfer (§ 321.0702(e)) |
Admitted transferee liable for transferor contribution/improper-distribution duties, except liabilities unknown at admission (§§ 321.0702(g), 321.0502, 321.0509) |
| Mississippi verified 2026-10-02 | Mississippi Uniform Limited Partnership Act, ch. 79-14; distribution right is the transferable interest (§§ 79-14-102(25), -701) |
Agreement governs; contrary transfer ineffective if intended transferee knew or had notice of restriction (§§ 79-14-105(a)-(b), -702(f)) |
Whole or partial distribution-interest transfer permitted; transfer alone does not dissociate partner or wind up LP (§§ 79-14-102(25), -702(a)) |
Assigned distributions and dissolution-date account; no management or routine records rights from transfer alone (§ 79-14-702(a)-(c)) |
Postformation limited-partner admission under agreement or all partners’ affirmative vote or consent (§ 79-14-301(b)(1), (3)) |
Other rights and all duties retained; full-transfer expulsion route, except security transfer; older LP dissociation transition applies (§§ 79-14-702(g), -601(b)(4)(B), -112(c)(3)) |
LP need not recognize rights until knowledge or notice of transfer; interest may be certificated and certificate transferred (§ 79-14-702(d)-(e)) |
Admitted transferee takes known assignor contribution and improper-distribution obligations (§§ 79-14-702(h), -502, -505) |
| Missouri verified 2026-10-02 | Chapter 359 governs ordinary domestic LP interest assignments; interest covers profits, losses, and distributions (§§ 359.011, 359.411) |
Agreement can change default assignability and full-transfer status; it also can authorize assignor's admission grant (§§ 359.411, 359.431) |
Whole or partial assignment by default; no dissolution or partner powers from assignment itself (§§ 359.401, 359.411) |
Only assigned distributions before admission; no partner powers or limited-partner inspection right (§§ 359.411, 359.221) |
Assignee, including general partner's assignee, joins through agreement-authorized grant or all other partners' consent (§§ 359.181, 359.431) |
Full assignment ends partner status by default; specified assignor liabilities survive admission (§§ 359.411, 359.431) |
Limited-partner status begins at later of certificate filing or date stated in LP records; §§ 359.411/431 specify no separate transfer-notice step (§ 359.181) |
Admitted assignee takes LP liabilities and specified make/return contribution duties; unknown liabilities excluded (§§ 359.431, 359.291) |
| Montana verified 2026-10-02 | Montana Uniform Limited Partnership Act; transferable interest is the distribution right (§§ 35-12-501, -504(22), -1106) |
Agreement governs partner relations; transfer violating its restriction ineffective as to transferee with notice (§§ 35-12-515(1), -1107(6)) |
Whole/partial distribution right transferable; transfer alone causes neither dissociation nor dissolution (§§ 35-12-1106, -1107(1)) |
Assigned distributions and winding-up net; no ordinary management or record access; accounting from dissolution only (§ 35-12-1107(1)-(3)) |
Agreement route or all-partner consent; transfer itself does not admit (§§ 35-12-701, -1107(1)) |
Retains other rights and duties; full transfer can support unanimous-other-partner expulsion except security transfer (§§ 35-12-1016(2)(d)(ii), -1107(4)) |
LP need not give effect to transferee rights before notice of transfer (§ 35-12-1107(5)) |
On admission, takes known transferor contribution and improper-distribution obligations; unknown liabilities excepted; prior transferor obligations survive dissociation (§§ 35-12-1107(7), -1017(2)) |
| Nebraska verified 2026-10-02 | Nebraska Uniform Limited Partnership Act; partnership interest includes profits, losses, and distributions (§§ 67-233(11), 67-271) |
Agreement may alter assignment default, provide certificate transfer mechanics, and set assignee admission conditions (§§ 67-237.01, -272(a)-(b), -274(a)) |
Whole/partial assignment default; no dissolution or automatic partner powers; full assignment ends status only on assignee admission (§ 67-272(a)) |
Assigned profits, losses, distributions, and allocations; no partner powers from assignment alone (§ 67-272(a)(2)-(3)) |
Agreement route or all other partners’ consent; default consent route also requires admission reflected in records (§§ 67-249(b)(2), -274(a)) |
Full assignment plus admission ends partner status; assignor contribution liability persists absent agreement change (§§ 67-272(a)(4), -274(c)) |
Admission timing follows agreement or all-other-partner consent plus partnership record entry; agreement may authorize certificates (§§ 67-274(a), -272(b)) |
Admitted assignee takes ascertainable contribution obligations, not assignor’s improper-distribution liability; unknown nonascertainable liabilities excepted (§§ 67-274(b), -260, -270) |
| Nevada verified 2026-10-02 | Chapter 87A default for post-Sept. 2007 LPs; Chapter 88 for older LPs or post-2007 election (§§ 87A.145, 88.317) |
Ch. 87A agreement governs; transfer contrary to agreement restriction ineffective against person with notice (§§ 87A.190(1), .475(6)) |
Ch. 87A: whole/partial distribution-right transfer; no automatic withdrawal or winding up; Ch. 88 full assignment ends partner status by default (§§ 87A.135, .475(1), 88.530) |
Ch. 87A: distributions/winding-up net amount; dissolution-date account only; no management or routine records (§ 87A.475(1)–(3)) |
Ch. 87A: agreement or all partners’ consent; Ch. 88: agreement-authorized assignor grant or all other partners’ consent (§§ 87A.320, 88.540(1)) |
Ch. 87A retains other rights/duties; full transfer may support unanimous expulsion; Ch. 88 full assignment ends status by default (§§ 87A.475(4), .435(2)(d)(2), 88.530) |
Ch. 87A LP need not recognize transferee rights until notice of transfer (§ 87A.475(5)) |
Ch. 87A admitted transferee takes §§ 87A.395/.430 obligations except unknown liabilities; Ch. 88 has separate liabilities (§§ 87A.475(7), 88.540(2)–(3)) |
| New Hampshire verified 2026-10-02 | New Hampshire Uniform Limited Partnership Act; partnership interest includes profits, losses, and distributions (RSA 304-B:1(X), :61) |
Written or oral agreement can change assignment default and authorize an admission grant (RSA 304-B:1(IX), :40, :42(I)) |
Whole/partial assignment default; no dissolution or partner powers; full assignment ends assignor status absent contrary agreement (RSA 304-B:40) |
Assigned distribution only; assignment does not itself confer partner rights (RSA 304-B:40) |
Agreement-authorized assignor grant, subject to its conditions, or all other partners' consent (RSA 304-B:17(II), :42(I)) |
Full assignment ends status unless agreement changes rule; admission does not release specified certificate and contribution liabilities (RSA 304-B:40, :42(III)) |
Partnership records may specify a later effective date of limited-partner status (RSA 304-B:17(I)) |
Admitted assignee takes assigned limited-partner restrictions and liabilities, including known contribution and return obligations; unknown liabilities excepted (RSA 304-B:42(II)) |
| New Jersey verified 2026-10-02 | N.J.S.A. ch. 42:2A; partnership interest covers profit/loss share and distributions (§§ 42:2A-5, -12) |
Agreement controls assignment default; certificate can grant limited-partner assignor admission power (§§ 42:2A-47, -14, -49) |
Whole or partial assignment allowed by default; no dissolution or automatic partner rights (§ 42:2A-47) |
Assigned distributions only; no partner powers or limited-partner information rights before admission (§§ 42:2A-47, -29) |
Certificate-authorized assignor grant, or all general partners plus two-thirds in interest of limited partners (§§ 42:2A-49, -5) |
Full assignment ends partner status by default; general partner remains until certificate filing; assignor liabilities survive admission (§§ 42:2A-47, -49) |
General partner’s full-assignment status changes only on filed certificate; amendment takes effect on filing or stated date within 30 days (§§ 42:2A-47, -16) |
Admitted assignee takes limited-partner restrictions and assignor obligations, excluding unknown liabilities unascertainable from certificate/agreement (§ 42:2A-49) |
| New Mexico verified 2026-10-02 | Revised LP Act governs post-2007 formations and electing older LPs; non-electing pre-2008 LPs retain former act (§ 54-2A-1204(A), (D)) |
Agreement governs partner relations; restricted transfer ineffective against transferee with notice of restriction (§§ 54-2A-110(A), -702(F)) |
Distribution right alone transferable; whole/partial transfer permitted without automatic dissociation or winding up (§§ 54-2A-102(V), -701, -702(A)) |
Assigned distributions and winding-up net amount; dissolution-date account only; no routine management or records rights (§ 54-2A-702(A)-(C)) |
Limited partner under agreement or consent of all partners (§ 54-2A-301(A), (C)) |
Retains other rights and all duties; full-transfer expulsion route for limited partner, subject to old-LP election exception (§§ 54-2A-702(D), -601(B)(4)(b), -1204(B)(2)) |
LP need not recognize transfer rights until notice of transfer (§ 54-2A-702(E)) |
Admitted transferee takes assignor contribution/improper-distribution obligations except unknown liabilities (§§ 54-2A-702(G), -502, -509) |
| New York verified 2026-10-02 | Partnership Law art. 8-A; interest is personal property (§ 121-701) |
Agreement controls assignment defaults and authorized assignee admission (§§ 121-702(a), 121-704(a)) |
Whole or partial assignment; no dissolution or automatic admission (§ 121-702(a)(1)–(2)) |
Assigned distributions and profit/loss allocations; no partner rights or powers from assignment (§ 121-702(a)(2)–(3)) |
Authorized assignor grant, all partners’ written consent, or agreement route (§§ 121-704(a), 121-301(b)(2)) |
Full assignment ends partner status by default; pledge/security interest does not (§ 121-702(a)(4)) |
Agreement may govern certificated transfers; admission via authorized grant requires its conditions (§§ 121-702(b), 121-301(b)(2)) |
Admission carries assigned limited-partner restrictions and contribution duties, but unknown liabilities excluded (§ 121-704(b)) |
| North Carolina verified 2026-10-02 | Chapter 59, Article 5; partnership interest includes allocations and distributions (§ 59-102) |
Agreement controls assignment defaults, full-transfer status, and any grant of admission power (§§ 59-702, 59-704) |
Full or partial interest assignable; ordinary assignment does not dissolve except general-partner withdrawal route (§§ 59-702, 59-402, 59-801) |
Assigned allocations and distributions only; no partner powers or limited-partner information right before admission (§§ 59-702, 59-305) |
Assignor grants right under agreement authority, or all other partners consent; comply with conditions (§§ 59-704, 59-301) |
Full assignment ends partner status by default; pledge or security interest does not; assignor contribution and return liabilities survive admission (§§ 59-702, 59-704) |
Admission follows exercise of authorized grant and compliance with conditions; no separate notice trigger stated (§§ 59-301, 59-704) |
Admitted assignee takes limited-partner restrictions and make/return-contribution duties; unknown unascertainable liabilities excluded (§ 59-704) |
| North Dakota verified 2026-10-02 | Uniform Limited Partnership Act; transferable interest is the distribution right (§§ 45-10.2-02(44), -62) |
Agreement governs partner relations; restriction violation ineffective against transferee with notice (§§ 45-10.2-12, -63(6)) |
Whole/partial distribution right transferable; transfer alone causes neither dissociation nor dissolution (§§ 45-10.2-62, -63(1)) |
Assigned distributions and winding-up net; no ordinary management or records access; dissolution accounting from dissolution date (§ 45-10.2-63(1)-(3)) |
Agreement route or all-partner consent; transfer itself does not admit (§§ 45-10.2-31, -63(1)) |
Retains other rights/duties; full transfer can support unanimous-other-partner expulsion except security transfer (§§ 45-10.2-55(2)(d), -63(4)) |
LP need not give effect to transferee rights before notice of transfer (§ 45-10.2-63(5)) |
Admitted transferee takes known transferor contribution and improper-distribution liabilities; dissociation leaves earlier obligations intact (§§ 45-10.2-56(2), -63(7)) |
| Oklahoma verified 2026-10-02 | Uniform Limited Partnership Act of 2010, 54 O.S. §§ 500-102A, 500-701A–702A; transferable distribution interest of a limited or general partner |
Agreement governs partner relations by default; an agreement-prohibited transfer is ineffective as to a transferee with notice of the restriction when transferred (§§ 500-110A, 500-702A(f)) |
Only distribution right is transferable personal property; whole or partial transfer is permissible and alone neither dissociates partner nor winds up LP (§§ 500-102A(22), 500-701A, 500-702A(a)) |
Assigned distributions and winding-up balance; dissolution-only accounting from dissolution date; transfer alone gives no management or ordinary information rights (§ 500-702A(a)–(c)) |
Become limited partner as agreement provides or with all partners' consent; economic transfer alone gives no partner status (§§ 500-301A, 500-702A(a)) |
Retains partner rights except assigned distributions and retains duties; full nonsecurity transfer may support separate unanimous expulsion by other partners (§§ 500-702A(d), 500-601A(b)(4)(B)) |
LP need not give effect to transferee's rights until it has notice of the transfer (§ 500-702A(e)) |
On becoming partner, assumes transferor's contribution and improper-distribution obligations, except liabilities unknown at admission (§§ 500-702A(g), 500-502A, 500-509A) |
| Pennsylvania verified 2026-10-02 | Title 15 ch. 86; transferable interest is the distribution right (§§ 8612, 8671) |
Agreement governs partner relations; prohibited transfer ineffective if transferee knew or had notice (§§ 8615, 8672(f)) |
Whole or partial distribution right may transfer; no automatic dissociation or winding up (§ 8672(a)) |
Distributions and dissolution accounting from dissolution date; no management or routine records (§ 8672(a)–(c)) |
After formation: agreement or affirmative vote/consent of all partners; special statutory routes exist (§ 8631(b)) |
Retains remaining rights and all duties; full transfer can support unanimous limited-partner expulsion (§§ 8672(g), 8661(b)(4)(ii)) |
Partnership need not recognize transferee rights until knowledge or notice of transfer (§ 8672(e)) |
Admitted partner deemed to assent to agreement; transferor retains stated duties and prior liabilities (§§ 8616(b), 8672(g), 8662(b)) |
| Rhode Island verified 2026-10-02 | Uniform Limited Partnership Act; transferable interest is the distribution right (§§ 7-13.1-102(28), -112) |
Agreement governs partner relations; transfer violating restriction ineffective if transferee knew or had notice (§§ 7-13.1-105, -702(f)) |
Whole or partial distribution right transferable; transfer alone neither dissociates partner nor dissolves LP (§§ 7-13.1-701, -702(a)) |
Assigned distributions; no management or ordinary records access; dissolution accounting from dissolution date (§ 7-13.1-702(a)-(c)) |
Agreement route or affirmative vote/consent of all partners; transfer itself does not admit (§§ 7-13.1-301(b), -702(a)) |
Retains other rights and duties; full transfer permits all-other-partner expulsion, except security transfer (§§ 7-13.1-601(b)(4), -702(g)) |
LP need not give effect to transferee rights until it knows or has notice; interest may be certificated (§ 7-13.1-702(d)-(e)) |
On admission, takes known transferor contribution and improper-distribution obligations; prior transferor debts survive dissociation (§§ 7-13.1-602(b), -702(h)) |
| South Carolina verified 2026-10-02 | Title 33, ch. 42 governs ordinary domestic LP assignments; interest covers profit/loss share and distributions (§§ 33-42-20, 33-42-1220) |
Agreement may alter default assignability and full-assignment status; it controls assignor authority to grant admission (§§ 33-42-1220, 33-42-1240) |
Whole or partial assignment by default; assignment alone does not dissolve LP or admit assignee (§§ 33-42-1210, 33-42-1220) |
Only assigned distributions before admission; no partner powers or limited-partner information right from assignment alone (§§ 33-42-1220, 33-42-450) |
Assignor grants under agreement authority and conditions, or all other partners consent (§§ 33-42-1240, 33-42-410) |
Full assignment ends partner status by default; specified assignor liabilities survive assignee admission (§§ 33-42-1220, 33-42-1240) |
Limited-partner status begins at later of original certificate filing or date stated in LP records (§ 33-42-410) |
Admitted assignee takes LP restrictions and assignor make/return contribution duties; unknown liabilities excluded (§§ 33-42-1240, 33-42-820) |
| South Dakota verified 2026-10-02 | Uniform Limited Partnership Act; interest includes profits/losses and distributions (§§ 48-7-101(10), -701) |
Agreement may alter default assignability and full-transfer effect; can authorize and condition assignor's admission grant (§§ 48-7-702, -704) |
Whole/partial interest assignable by default; assignment does not dissolve LP (§ 48-7-702) |
Only assigned distributions before admission; no partner rights or limited-partner information right (§§ 48-7-305, -702) |
Assignor's agreement-authorized grant with conditions, or consent of all other partners (§§ 48-7-301(b)(2), -704) |
Full assignment ends partner status by default; assignor's §§ 48-7-207 and -502 liabilities survive assignee admission (§§ 48-7-702, -704) |
Admission takes effect through authorized grant and compliance with conditions, not assignment alone (§§ 48-7-301(b)(2), -704) |
Takes limited-partner restrictions and known assignor contribution/return obligations; unknown liabilities excluded (§ 48-7-704) |
| Tennessee verified 2026-10-02 | 2017 act for domestic LPs formed since Jan. 1, 2018 or electing in; older non-electing LPs remain under their prior applicable act (§ 61-3-1207) |
Agreement governs admission; restricted transfer ineffective when intended transferee knew or had notice (§§ 61-3-301, 61-3-702(f)) |
Whole or partial distribution right may transfer; no automatic dissociation or winding up (§§ 61-3-701, 61-3-702(a)) |
Distributions and dissolution-date accounting; no management or routine information before admission (§§ 61-3-702(a)–(c), 61-3-304) |
After formation, agreement or affirmative vote/consent of all partners; special statutory routes also exist (§ 61-3-301) |
Retains rights other than transferred distributions and all duties; full transfer may support all-other-partner expulsion (§§ 61-3-702(g), 61-3-601, 61-3-603) |
Partnership need not give transferee rights effect until it knows or has notice of transfer; certificate transfer possible (§ 61-3-702(d)–(e)) |
Admitted transferee liable for transferor contribution/improper-distribution duties known on admission; assents to agreement (§§ 61-3-702(h), 61-3-105) |
| Texas verified 2026-10-02 | Business Organizations Code ch. 153; all or part of a partnership interest (§ 153.251) |
Agreement may alter assignment and assignor defaults; written agreement may alter admitted-assignee liabilities (§§ 153.251–.252, .254) |
Assignable wholly or partly; assignment alone does not require winding up or confer partner status (§ 153.251) |
Assigned allocations/distributions; proper-purpose records inspection and specified free copies; no partner powers from assignment (§§ 153.251, .552) |
Agreement or consent of all partners; includes general partner’s assignee (§ 153.253(a)) |
Continues as partner until assignee admitted; general partner’s full-rights assignment can lead to limited-partner majority removal (§ 153.252) |
Assignment extent and agreement govern; records demands go to designated recipient or general partner (§§ 153.251, .552(d)) |
Admission carries assignor contribution duties with unknown-liability protection; assignor not released (§§ 153.254–.255) |
| Utah verified 2026-10-02 | Utah Uniform Limited Partnership Act, Title 16 ch. 19; transferable interest is distribution right (§§ 16-19-101(26), -701) |
Agreement governs; prohibited transfer ineffective against person with knowledge or notice of restriction (§§ 16-19-107, -702(6)) |
Whole or partial distribution-right transfer; no automatic dissociation or winding up (§ 16-19-702(1)) |
Assigned distributions; dissolution-date accounting only; no management or ordinary information rights (§ 16-19-702(1)–(3)) |
Limited-partner admission under agreement or with affirmative vote/consent of all partners (§ 16-19-301(2)) |
Keeps other partner rights and duties; full transfer may support unanimous expulsion, security transfer excepted (§§ 16-19-702(7), -601(2)(d)(ii)) |
LP need not recognize transferee rights until it knows or has notice of transfer; interest certificate optional (§ 16-19-702(4)–(5)) |
Admitted transferee liable for transferor’s specified contribution/return obligations known at admission (§ 16-19-702(8)) |
| Vermont verified 2026-10-02 | 11 V.S.A. ch. 23; partner interest covers profits, losses, and distributions (§§ 3401(10), 3461) |
Agreement can alter assignability and full-assignment status; assignor may grant admission only with agreement authority (§§ 3462, 3464(a)) |
Whole/partial interest assignable by default; assignment alone does not dissolve LP or admit assignee (§ 3462) |
Only assigned distributions before admission; partner records inspection limited to partners (§§ 3462, 3405(b)) |
Assignor grant under agreement authority, or all other partners’ consent; direct new-issue admission has a separate rule (§§ 3464(a), 3421(b)) |
Full assignment ends partner status by default; GP departure may trigger dissolution; prior specified liabilities survive admission (§§ 3462, 3432(2), 3471(4), 3464(c)) |
LP records set later admission time; certificate lists limited partners and changed facts require prompt amendment (§§ 3421(a)(2), 3411(a)(4), 3412(c)) |
Admitted assignee takes LP limits plus known contribution/return duties; assignor retains §§ 3417, 3442 liabilities (§ 3464(b)-(c)) |
| Virginia verified 2026-10-02 | Virginia Revised Uniform Limited Partnership Act; interest is profit/loss share and distributions (§§ 50-73.1, 50-73.44) |
Agreement may change assignment and full-transfer defaults; assignor admission power must be described in writing (§§ 50-73.45, 50-73.47) |
Whole or partial assignment allowed; no automatic dissolution or assignee partner rights (§ 50-73.45) |
Only assigned distributions before admission; no partner powers or limited-partner information rights (§§ 50-73.45, 50-73.26) |
Assignor grant under written agreement authority or consent of all other partners, with any conditions satisfied (§§ 50-73.47, 50-73.22:1) |
Full assignment ends partner status by default; assignor liabilities under cited provisions survive assignee admission (§§ 50-73.45, 50-73.47) |
Limited-partner date is later of original certificate filing or date in partnership records; assignment provisions state no separate notice trigger (§§ 50-73.22:1, 50-73.45) |
Admitted assignee takes limited-partner restrictions and make/return-contribution duties; liabilities unknown at admission excluded (§ 50-73.47) |
| Washington verified 2026-10-02 | Chapter 25.10; transferable interest is a partner’s distribution right (§§ 25.10.011, 25.10.546) |
Agreement governs partner relations; restricted transfer ineffective against transferee with notice (§§ 25.10.081, 25.10.551(6)) |
Whole or partial distribution right may transfer; no automatic dissociation or winding up (§§ 25.10.546, 25.10.551(1)) |
Distributions and dissolution-date accounting; no management or routine records before admission (§ 25.10.551(1)–(3)) |
Limited partner under agreement or all partners’ consent; no special transferee vote route (§ 25.10.301) |
Retains partner rights apart from transferred distributions and all duties; full transfer can support unanimous expulsion (§§ 25.10.551(4), 25.10.511, 25.10.521) |
Partnership need not recognize transferee rights until notice of transfer (§ 25.10.551(5)) |
Admitted transferee takes transferor contribution and improper-distribution duties; unknown liabilities excluded (§§ 25.10.551(7), 25.10.501) |
| West Virginia verified 2026-10-02 | West Virginia Uniform Limited Partnership Act; interest includes profits, losses, and distributions (§§ 47-9-1(12), -61) |
Written or oral agreement may change assignability and full-assignment status; it can authorize an admission grant (§§ 47-9-1(11), -40, -42(a)) |
Whole or partial assignment default; no dissolution or partner powers; full assignment ends assignor status absent contrary agreement (§ 47-9-40) |
Assigned distribution only; no partner powers by assignment alone (§ 47-9-40) |
Agreement-authorized assignor grant, with its conditions, or all other partners' consent; admission date reflected in LP records (§§ 47-9-17(a)-(b), -42(a)) |
Full assignment ends status unless agreement changes rule; admission does not release specified certificate and contribution liabilities (§§ 47-9-40, -42(c)) |
Record-stated admission date; certificate amendment due within 30 days after new partner admission or withdrawal (§§ 47-9-17(a), -9(b)) |
Admitted assignee takes assigned limited-partner restrictions and liabilities, including known contribution-return obligations; unknown liabilities excluded (§ 47-9-42(b)) |
| Wyoming verified 2026-10-02 | Uniform Limited Partnership Act, ch. 14; interest covers profit/loss share and distributions (§§ 17-14-202(a)(x), -801) |
Agreement can alter assignability and full-transfer status; admission grant needs agreement authority (§§ 17-14-802, -804(a)) |
Whole/partial interest assignable by default; assignment alone neither dissolves LP nor admits assignee (§ 17-14-802) |
Only assigned distributions before admission; records inspection is a partner right (§§ 17-14-802, -206(b)) |
Agreement-authorized assignor grant or all other partners’ consent; new direct issue has distinct rule (§§ 17-14-804(a), -401(c)) |
Full assignment ends partner status by default; last GP withdrawal can trigger 90-day succession/dissolution; prior liability remains (§§ 17-14-802, -502(a)(ii), -901(a)(vi)-(vii), -804(c)) |
LP records specify later admission time; filed certificate gives notice of GP identity only; GP withdrawal may require amendment (§§ 17-14-401(a), -308, -302(b),(f)) |
Admitted assignee takes LP restrictions and known make/return-contribution duties; assignor retains §§ 17-14-307, -602 liability (§ 17-14-804(b)-(c)) |
This survey covers 48 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers. Ohio and Wisconsin are a separate case: no official statute text is publicly available to quote there.
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